


Watch and Learn

by commanderlurker (honeybee592)



Category: Mass Effect
Genre: Femdom, Multi, PWP without Porn
Language: English
Status: Completed
Published: 2016-03-24
Updated: 2016-03-24
Packaged: 2018-05-28 17:28:44
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 1,830
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/6338500
Author URL: https://archiveofourown.org/users/honeybee592/pseuds/commanderlurker
Summary: <blockquote class="userstuff">
              <p>some pwp for the prompt "Shepard has two very gorgeous and attentive men at her disposal; would be such a shame to not make full use of them, yes?"</p>
            </blockquote>





	Watch and Learn

**Author's Note:**

  * For [Musa_Nocturna](https://archiveofourown.org/users/Musa_Nocturna/gifts).



> gift for musa. I mean, with these three and that prompt, the story pretty much wrote itself :p

No need for a fancy outfit to show who’s boss. Her expression told both men everything they needed to know. James dropped to his knees and Kaidan followed. For once she looked down at two sets of eyes, instead of up. And what eyes they were. What men. The deep, rich brown of Kaidan’s contrasted with the greeny hazel of James’. As she stared at them, their pupils widened, expanding to black. Neither of them made a sound. James’ chest rose and fell at twice the rate of Kaidan’s. He always was the eager one. He’d sooner empty his load and beg Shepard for more than take his time. And that was just on the battlefield.

Shepard crossed her arms, lifting one hand to tap at her chin. “Now just what I am going to do with you two?” Kaidan licked his lips. James quivered. “For a start, you’re both wearing far too many clothes. Off.” No sooner had she finished her order than James was scrambling to tug at his clothes. Kaidan took his time, unbuttoning his shirt with such delicious leisure, his eyes on hers the whole time. Bastard knew what he was doing, too. Shepard was always one to play favourites though, so she’d let him get away with it. This time. 

James, meanwhile, had made it down to his skivvies. Shepard turned to him, casting an appreciative glance up and down. Ah, the benefits of youth. Her eyes met his. He winked. She raised her eyebrow. He blushed, and slipped his boxers down without meeting her eye.

Both men stood naked and she took a moment to appreciate the fine specimens before her. James, skin a deep olive, his broad shoulders, muscles toned to perfection. Pecs tattooed and pebbled nipples. His torso drew the eye down past his belly button to the cock that stood half hard, dark pubes neatly trimmed. As Shepard’s gaze traveled back up his body, he puffed out his chest. Yeah, he had a lot to be proud of.

And Kaidan. Oh Kaidan. Time had aged him well. Grey dusted his temples and beard. Laugh lines graced his cheeks and eyes. His chest and abs still lean and defined, biceps thick and his thighs thicker. The hair between his legs, just as wild as on his head, had those same grey streaks. His cock hung dark and heavy. 

Satisfied, Shepard looked them both in the eye, Kaidan, then James. They waited, quiet, tense.

“Look at you both. Gorgeous... And me? I’m rather over dressed, don’t you think?” 

Neither of them answered, though James’ lips pulled into a thin line.

Shepard took her time undressing, watching for their reactions as she stripped off each layer. Once she was down to her bra and knickers, she stopped, set her feet shoulder width apart and put her hands on her hips.

“Help with the rest?” she asked, cocking one hip.

Kaidan and James descended on her, James to her back, unclasping her bra; Kaidan at her feet, peeling her underwear down. They stuck to her cunt, wet already. The smell hit her nose and she drank it in. Kaidan, too, she noticed.

She let her eyes slip closed and her head fall back as four pairs of hands and two mouths explored her body. Even without looking she could tell whose hands belonged to whom; whose lips kissed her. Kaidan’s beard was soft, ticklish in the most wonderful way. James’ scratched and pricked. Kaidan touched with delicate fingertips, caressing and teasing, while James claimed with his whole palm, kneading and knuckling. She let the contrast, light and soft with sharp and hard, take her to the edge, but she didn’t let herself fall. Not yet.

Kaidan’s kisses caressed the inside of her thighs but never went higher. His hands followed where his lips lead, firmer. Strong. So strong. James went straight for the goal: a handful of breast in each palm, groping, rubbing, eager, but too hard.

“J-James,” Shepard groaned. He got the hint and backed off, fondling her abs instead, circling her belly button.

With Kaidan kneeling before her and James behind, they went where she ordered them: her back, calves, neck and feet, making her feel truly ravished. Only, James’ wandering hands had once again found her breasts. She wrenched herself free of grasping hands and stepped aside. She glared at James and he shrank back, properly chastised.

“I’m sorry, Lola. I can’t help it!” James shrugged, his hands outstretched. “They’re just so,” he grunted, “perfect.”

“That may be the case, but you need to learn how to touch them. You know better. I know you do. But…” She left her sentence hanging, turning to Kaidan. She bent over, making sure to give James a good view, and kissed Kaidan long and slow. When she pulled back, she held her hand to him and pulled him to his feet. 

She lead him to the bed, taking a seat on the end. James shifted, halfway following before Shepard gave one slow shake of her head. He stopped and waited, staring, lips parted. Kaidan knelt behind Shepard, hands chastely on her shoulders, an honorable amount of space between them. 

“Kaidan, show James how I like my breasts to be massaged.” 

“Yes ma’am.”

He slid his hands over her shoulders, thumbs and forefingers either side of her breasts before his palms closed over and back up again. Fingers teased her nipples, circling so gently as to be barely there. Palms again, then fingers, firmer this time. And again. And again.

As much as she wanted to close her eyes and let herself go under Kaidan’s touch, she stayed alert, back straight. She kept her eyes on James, not even daring to blink. His chest heaved and he did all the groaning for her. A line of sweat broke on his forehead but his hands remained behind his back. 

Time to make him sweat a little more.

With great effort on her part, Shepard opened her legs as wide as they could go. Cool air kissed her cunt, as delicate as Kaidan’s fingers. James whined. Even Kaidan’s breathing hitched. 

“James,” she said. “Watch. And learn.” 

She slipped two fingers along her labia, slick, so slick already. She moaned, and not just to tease. Between her touch and Kaidan’s, she wouldn’t last long. That didn’t matter. Keeping it together long enough to make James ache and tremble? Well, that might not take too much time either.

“Oh James,” she cooed. “Do you have any idea how good this feels? Kaidan’s hands on my breasts? My fingers in my cunt? Don’t you wish you were here, with us? Don’t you wish you could have a taste?” And just because she could, she sucked her fingers right down, moaning around them. She let go with a wet pop and put her hand back between her legs, grinning.

James’ chest glistened with sweat, cock leaking. He wobbled, but to his credit, he stayed where he was. Shepard watched as he squeezed his eyes shut for two, three seconds, before opening them again. Desperate. Yes. She grinned and continued to finger herself.

James shouldn’t be the only one struggling though. How unfair to treat him like that. Shepard sunk her fingers right into her cunt, stroking herself, making sure they’d come out coated. Then she presented them to Kaidan.

“Suck.”

Kaidan almost lost his balance as he took her fingers into his mouth. He licked and lapped. She couldn’t see him but she could feel his reaction. His massage faltered, pausing for just a moment. With her free hand, she reached behind her, suggesting, rather than pulling, him forward. He pressed up against her, cock hard against her back, his breath ragged against her neck as he let go of her fingers and kissed her.

She returned to teasing herself, debating her next move. While the look of agony on James’ face was beautiful, and would no doubt be even better if he had to stand and watch her orgasm without getting to touch her himself, making him wait any longer just seemed cruel. And he always was so eager to please. She lifted her cunt-soaked fingers and beckoned him. He snapped, free from his trance at last, and collapsed between Shepard’s open legs. He stared up at her, pleading silently, eyes wild. His lips moved but no words came out. Clearly, he’d need some direction. Shepard leant forward, shrugging off Kaidan for the time being, though he didn’t remain idle, rubbing her back while she took James’ face in both hands and kissed him, slowly, thoroughly. His lips parted and allowed her tongue entry. She kissed, and he kissed back, one step behind. She pulled back, making sure she had his complete attention. Oh, those eyes. Such devotion and trust, lust and desire. 

With his head still between her hands, she whispered, “Make me come, James,” and pulled his face right against her cunt. 

He wasted no time, sucking and licking, moaning. She fell back, overwhelmed, Kaidan catching her and sliding his hands back to her breasts, rubbing, flicking her her nipples. James gripped her thighs, fingers digging in as he sought a stronger grip. Kaidan took her weight as she slumped. His beard and lips tickled her neck and she twitched. Nipples and clit sparked together, nerves on fire as both men surrounded her, consumed her. She moaned, long and loud, eyes closed now, lost to the sensations. Too much, too much all at once. Perfect. Perfect. One hand held James in place, even though there was no risk of him leaving. The other gripped a handful of Kaidan’s hair.

“I’m gonna come,” she groaned. Two groans answered her. Two sets of hands held her, kept her from arching, from floating away as her orgasm rose and rose, crested and broke. She cried, arching into James’ mouth, Kaidan’s hands but they didn’t stop. Her whole body ablaze with pleasure and release that just kept coming.

Finally, she stopped shaking, the tension broke and she sagged, boneless. Kaidan let her down gently, slipping out from under her and letting her lay back on the bed. James got up with a creak to his knees and slumped next to her. 

Kaidan, for all his efforts, still had energy. Without having to be asked, he got towels and drinks. The trio gulped down water and James buried his face in a towel.

“Lola,” he said, pulling the towel away. “I never got to see if I learned the lesson.”

Shepard cracked an eye open and scowled at James. The little shit was smirking. She threw her damp towel at him. “‘Spose you two’re still bursting,” she said. She shuffled back, making herself comfortable against the headboard. “All right, come show me what you’ve learned.”

James scrambled up the bed, knees either side of Shepard’s hips.

“And Kaidan? Keep him on his toes, will you?” Shepard growled.

Kaidan laughed, low and gravely.

James gulped.


End file.
